by Martin R. Noland, July 7, 2012
Here is the question: “Can the powers of LCMS district Board of Directors be limited by conventions, bylaws, or resolutions?” What do you think?
The month of June found myself and my family on a road trip to Colorado and California, to visit my parents and in-laws in those states, to visit siblings, nieces, and nephews, old friends and new friends, my home and vicarage congregations, and to let my kids experience some of the natural wonders of the Western states.
On more than one occasion, the topic of “University Lutheran Chapel of Minneapolis” was raised by relatives and friends. Questions like “How could they do this to a thriving ministry?” and “Why?” and “How can we prevent the same thing from happening here?” were common.
When I returned to Indiana, I headed straight to Fort Wayne for its triennial District Convention. On the agenda was Resolution 2-03 “To Affirm Word and Sacrament Campus Ministry in the Indiana District.” It made mention of the “controversy [over campus ministry]. . . in other Districts – Minnesota South and Pacific Southwest.” The properties of potential concern in Indiana District are the campus ministries at Indiana University – Bloomington and Purdue University – West Lafayette. The final resolved in 2-03 was amended to read “we urge the [Indiana District] Board of Directors to bring any proposed sale of District owned, being utilized, campus ministry property to the entire District in convention for input, advice, direction, and approval.”
During the debate pertaining to Resolution 2-03, at least one speaker argued against any restriction to the powers of district Board of Directors to buy, sell, or encumber real estate and personal property. One speaker argued that restricting Board of Directors in this way was “unconstitutional” or “illegal.” Their argument was, apparently, that once you elected a Board of Directors they can do whatever they please until the next election.
There was not a word from these particular speakers about directors obeying church bylaws, being servants of the church, and being subservient to the convention. I wanted to comment about how officers and directors should always serve the church in these ways, but a call was made for an official opinion from the District Commission on Constitutional Matters. If my memory is correct, the district official opined that the convention could not mandate a restriction on the disposal of property, but it could “urge” a restriction, and so that is the language that was used by the convention.
That brings me to the question I posed at the start: “Can the powers of LCMS district Board of Directors be limited by conventions, bylaws, or resolutions?” What do you think? My opinion is as follows.
The powers of LCMS district Board of Directors are described in present bylaw 4.5.1, which states that such board “shall have such powers and duties as are accorded to it by the Constitution, Bylaws, Articles of Incorporation, resolutions, and policies of the Synod, as well as those of the district. . . .It shall be vested with the general management and supervision of the district’s business and legal affairs . . . the board shall be guided generally by the functions of the Board of Directors of the Synod as defined in Bylaws 3.3.5ff as these apply to districts.” (2010 Handbook, p. 195).
There is a bit of a problem here. There is no bylaw 3.3.5ff. So how do we know the functions of the districts or their powers? My best guess is that this refers to bylaw 3.3.4ff. and the numbers got mixed up at the last restructuring of synod. The relevant section would then be bylaw 18.104.22.168 which reads “The [synodical] Board of Directors shall serve as the custodian of all the property of the Synod as defined in Bylaw 1.2.1 (q). Except as otherwise provided in these Bylaws, it shall have the authority and responsibility with respect to the property of Synod as is generally vested in and imposed upon a board of directors of a corporation. It shall, however, delegate to district board of directors the authority to buy, sell, and encumber real and personal property . . . in accord with general policies (which shall be applicable to all districts) established from time to time by itself or the Synod in convention.” (2010 Handbook, pp. 119-120).
The phrase “Except as otherwise provided in these Bylaws” is a key phrase in the present discussion. It permits the synod in convention, through the adoption of pertinent bylaws, to restrict and limit the powers of the synodical Board of Directors in its role as custodian of synod’s property. Examples of this sort of limitation are found in the cases of seminary and university Board of Regents, which state that these Board of Regents have “no power by itself to close the seminary [or institution] or to sell all or any part of the property which constitutes the main campus.” (Bylaws 22.214.171.124 (6) and 126.96.36.199 (6); 2010 Handbook, pp. 153 & 168).
If bylaw 188.8.131.52 is the model for the functions of District Board of Directors, then the phrase “Except as provided in these Bylaws” also applies to Districts. In other words, according to LCMS bylaws, district conventions may restrict the powers of district Board of Directors “to close a campus ministry or to sell all or any part of the property which constitutes the main campus.”
A mere resolution may not do the job, but a district resolution with an amendment to district bylaws should do it in spades. Even better for the purpose would be a synodical resolution that restricts all district Board of Directors from “closing a campus ministry or selling all or any part of the property which constitutes its main campus, without prior specific approval from its district convention.”
Here is the question: “Can the powers of LCMS district Board of Directors be limited by synodical or district conventions, bylaws, or resolutions?” I think so. What do you think?